Terms of Service Information

1. Introduction

This agreement contains the terms and conditions between you and NEXTFOUNDARTIST INC (as amended from time to time, this “Agreement”) regarding (i) your use of the NFA digital service that enables self-submission and delivery of content and self-service insights/metrics (the “Artist Portal”) for distribution of audio-visual programs and related content via the digital video services operated by NFA or its Affiliates through which authorized users may access Titles (the “Service”) and (ii) NFA's use of such content. This Agreement is a binding agreement between you and NFA. As used in this Agreement, “NFA,” “we” or “us” means NEXTFOUNDARTIST INC and any other NFA Affiliate that joins as a party to this Agreement as provided herein. As used in this Agreement, “Artist” or “you” means the person or entity accepting this Agreement or any of your successors in interest or assigns. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with NFA or Artist, as appropriate.
In addition to the terms set forth below, this Agreement expressly incorporates by reference other Artist Portal-specific terms and conditions governing the Artist Portal, the information posted on the Platform Site, (or a respective successor or replacement website thereto, the “Platform Site”).
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Artist and NFA agree as follows:

2. Acceptance

By signing up for, accessing, or otherwise using the Artist Portal, you agree to the terms and conditions of this Agreement. By accepting this Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract.
If you are accepting this Agreement on behalf of a company or other legal entity, you represent that (1) you are an authorized representative of that entity with the authority to bind the entity to these Terms, regardless of whether you remain an authorized representative of that entity in the future; (2) the entity agrees to be bound by these Terms; and (3) you agree to be bound by these Terms on behalf of such entity. If you cannot agree to everything in the preceding sentence, then you must not use the Artist Portal.

3. Amendment; Notice of Changes

The Artist Portal will change over time and the terms of this Agreement will need to change over time as well. Subject to the provisions of this Agreement, we reserve the right to change the terms and conditions in this Agreement at any time in our sole discretion. Any changes to the Agreement, including Artist Portal-specific terms and conditions, or to the policies and guidelines referenced in this Agreement, will be effective upon NFA’s posting of a copy of the updated Agreement, Artist Portal-specific terms and conditions, or policies and guidelines referenced in this Agreement, as applicable, to the Platform Site or other applicable NFA-owned sites, with or without prior notice to you.
Your continued use of the Platform Site or the Artist Portal following any changes to this Agreement will constitute your acceptance of such changes. If you do not agree to changes to this Agreement or the Platform Site, you should discontinue use. You are responsible for regularly reviewing the Platform Site, your Account, and the email address listed in your Account for changes and notice of any changes. Except as otherwise required, changes to referenced policies and guidelines or any other information, may be posted without any notice to you; provided, in the event of discrepancy between the terms of this Agreement and any of the foregoing, the terms of this Agreement shall prevail.

4. Account Setup and Maintenance

You represent that all information you provide in connection with establishing your Artist Portal user account (“Account”) is accurate at the time you provide it, and you agree that you will keep it up to date and ensure that it remains accurate as long as you use the Artist Portal. You may maintain only one Account at a time (unless you are using multiple Accounts solely for the purpose of delivering Licensed Content, in which case you agree that you will use only the minimum number of accounts that are strictly necessary for such purposes). You will not use false identities or impersonate any other person, or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries as may be appropriate to verify the Account information you provide. You also consent to us sending you emails relating to the Artist Portal and other publishing opportunities from time to time.
You are solely responsible for safeguarding and maintaining the confidentiality of your Account username and password, and for all activities that occur under your Account, whether or not you have authorized the activities. You may not permit any third party to use the Artist Portal through your Account, and you agree that you will not use the Account of any third party. You agree to immediately notify NFA of any unauthorized use of your username, password, or Account.

5. Term

This Agreement commences upon your acceptance of it and continues in perpetuity until terminated as set forth in Section 20 of this Agreement (the “Term”).

6. Territory

With respect to each Title, the “Territory” means that part of the world where NFA in its sole discretion decides the Licensed Content pertaining to that Title will be distributed pursuant to the terms of this Agreement.

7. Rights Granted

You hereby grant NFA a non-exclusive, royalty-free, fully-paid, transferable, sublicensable, worldwide, irrevocable, perpetual license to store, display, reproduce, modify, perform, create derivative works from, distribute and otherwise use through the Service each Title, all Promotional Materials associated with that Title, and any associated Marks (collectively, “Licensed Content”). The license includes such ancillary or incidental uses of the Licensed Content as may be necessary to carry out the purposes of this Agreement. Each audio-visual program that you submit for distribution on the Service is a “Title.” For each Title, “Promotional Materials” means, collectively, the Delivery Materials and any images, trailers, logos, artwork, publicity materials, and metadata provided by you or created by NFA (including any reasonable alterations to such materials deemed necessary by NFA) as well as any video clips of footage from the Title. “Marks” means, collectively, any trademarks, service marks, URLs, domain names, trade names, logos, insignia, or other source or business identifiers that may be embedded or incorporated into any Title or Promotional Materials.
NFA may (or may have its authorized agent or partner) use the Promotional Materials to advertise, market, and promote, in any and all media (whether now known or hereafter devised), the Service, the Titles, and the availability of Titles on the Service, as NFA deems appropriate. NFA may insert or display advertisements, graphics, videos, and logos before, during, and after playback of Titles on the Service, including in pre-roll, mid-roll, and post-roll placements.
NFA may make such modifications as may be necessary to conform Titles to applicable law(s), standards, or regulations in the Territory, provided NFA will use commercially reasonable efforts to ensure such modifications do not impair the creative integrity, quality or meaning of any Titles.

8. General Description of the Service

Artist authorizes NFA to allow customers to access Titles in exchange for which the end user receives the right to view a Title repeatedly over a defined and limited period of time established by NFA in its sole discretion.
NFA is entitled in its sole discretion to determine which Titles it chooses to license and distribute on the Service, and the Territories and license periods in which it distributes the Titles. NFA is entitled to suspend or place a hold on your Account or remove any Title, or any other Licensed Content, from the Service or from any Territory, for any reason, at any time. The Service may be offered on a stand-alone basis and/or bundled with other products, services, or offerings. NFA will have sole control over the Service, all features, terms, and other aspects thereof (including the rights and entitlements granted to authorized users, the terms the Service is offered under, and the sale of advertisements in connection with the Service).
Without limiting the foregoing, you acknowledge that NFA may (i) make the Service available through any websites, applications, device interfaces, third-party platforms and any other platforms or points of presence now known or hereafter devised, (ii) grant authorized users who receive access to audio-visual content the right to access such content via streaming, download, and any other means of digital distribution now known or hereafter devised, for online or offline viewing on any device supported by the Service, and (iii) deliver audio-visual content on the Service via any means now known or hereafter devised (including, without limitation, cable, wire, fiber, satellite, wireless and/or cellular)

9. Content Delivery

For each Title, you will deliver to NFA the Delivery Materials in accordance with the Content Delivery Specifications (including, without limitation, the requirement that the Title not contain any advertisements, bugs, visible on-screen logos, or tracking tags) at your sole cost.
With respect to each Title, the “Delivery Materials” means (i) a copy of the Title at the highest resolution available to you, (ii) all Promotional Materials (including, but not limited to, all images, trailers, logos and artwork associated with the Title), (iii) captions and audio language files for the Title in accordance with the Content Delivery Specifications, but in any event, in accordance with applicable law for the Territory and Section 13 of this Agreement, (iv) all metadata and community tagging associated with the Title and (v) all available content ratings information, including rating and consumer advice, in accordance with applicable law for the Territory and Section 12 of this Agreement.
You authorize NFA to re-purpose and otherwise use in accordance with this Agreement (i) any Licensed Content previously delivered to NFA or its Affiliates by Artist or a third party, for purposes of exercising express and incidental rights granted hereunder with respect to the Titles and (ii) any Licensed Content delivered by Artist under this Agreement, for purposes of NFA exercising any rights granted to NFA in respect of any Title under a subsequent agreement, solely to the extent authorized under any such subsequent agreement. Where any Licensed Content has previously been delivered to NFA by a third party, you will obtain any necessary clearances from such third party (if any) on behalf of NFA and/or use its best efforts to assist NFA in obtaining any such necessary clearances, to enable NFA to use such previously delivered Licensed Content.

10. Content Requirements

You must ensure that all of your Titles comply with our policies for content in accordance with Section 11 of this Agreement. If you discover that content you have submitted does not comply, you must immediately withdraw the content and otherwise bring such Title into compliance to be distributed via the Service. If you discover that any information you have provided to us for a Title is inaccurate or incomplete, you must promptly submit corrected information to us. NFA in its sole discretion will determine what content we accept and distribute on the Service.
If we request that you provide additional information relating to your Titles, such as information confirming that you have all rights required to permit our distribution of the Titles, you will promptly provide the information requested, recognizing that your content may not be made available for distribution until proof of rights is received and reviewed. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Titles and the accuracy of the information or documentation you provide to us with respect to those rights.
We may remove, modify, or suspend the Titles, the metadata, cover art, granular tagging, and title description you provide for your Titles for any reason, including but not limited to if we determine that it does not comply with NFA's Content Policy Guidelines. You may not include within the Licensed Content any advertisements or other content that is primarily intended to advertise or promote products or services.
You agree to provide local content ratings in each country or region in which you distribute your Titles from the applicable local ratings authorities where requested by us in accordance with Section 11 of this Agreement. Nothing herein shall restrict NFA from obtaining ratings information for the Titles in any country within the Territory or generating its own ratings for the Titles.

11. Closed Captions; Subtitles

You will deliver any closed captions and/or subtitles for all Titles as may be required in accordance with the Content Delivery Specifications and with applicable law for the Territory.
Further to the rights granted hereunder, NFA may create, insert, and distribute closed captions, audio descriptions, dubbed language tracks, and subtitles for Titles in any language in the Territory and may use or distribute any such closed caption, dubbed language track, subtitle file, or audio description it creates in any such Territory. In connection with such creation, NFA will use reasonable commercial efforts to ensure that such closed caption, subtitled, dubbed, and/or audio described versions reflect the original version of the Licensed Title.

12. Social Media

You will post on your social platforms, at a minimum the platform with the most followers and engagement, informing followers that they can access your Titles on the Service and Platform Site.
You will not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding NFA, the Service, the Platform Site, or the Artist Portal on any of your social media platforms.

13. Representations and Warranties

You hereby represent and warrant that (i) you have the sole, full and unencumbered right to grant to NFA and its Affiliates, and have obtained all necessary clearances and releases to grant to NFA and its Affiliates, all of the rights set forth herein (excluding public performance rights for the communication to the public of the musical compositions contained within the Titles), (ii) such public performance rights are either (a) controlled by the relevant dominant local collection society or music copyright society for rights in musical compositions and lyrics for each jurisdiction in the Territory, (b) controlled by you (in which case, such rights are hereby granted to NFA), or (c) in the public domain, (iii) any information and documentation you provide to us will be current, complete, and accurate, (iv) the Licensed Content and Promotional Materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal under the applicable laws of the Territory, and (v) none of the following will violate any law; require us to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (a) the exercise of any rights granted under this Agreement; (b) any materials embodied in your Titles; (c) the sale, distribution, or promotion of the Titles as authorized in this Agreement; or (d) any notices, instructions or advertising by you for or in connection with any Titles.
You further represent and warrant that you are not subject to sanctions or designated on any list of prohibited or restricted parties (and that you are not owned or controlled by such a party), including the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states, or other applicable government authority.

14. Access Controls

NFA may utilize industry standard geo-filtering techniques and digital rights management technology in a non-discriminatory manner relating to similarly situated content providers. Artist acknowledges that NFA makes no representation as to the efficacy of any geo-filtering technique or digital rights management technology it employs and agrees that NFA shall not be responsible for the failure of such.
Artist acknowledges and agrees that: (i) Artist's ability to withdraw its Titles from distribution on the Service shall be Artist’s sole and exclusive right and remedy for any circumvention or failure of any geo-filtering technique or digital rights management technology used by NFA on the Service for Titles and (ii) Artist shall not be entitled to any other remedies, including without limitation monetary damages, in connection therewith.

15. Title Withdrawal

You may withdraw your Titles from distribution on the Service at any time upon 60 business days’ advance notice by following the then current Artist Portal procedures for Title withdrawal or un-publishing via the Platform Site.
Notwithstanding the foregoing, all data relating to any withdrawn Title shall remain available to NFA for uses at NFA’s sole discretion subject to the Terms of this Agreement.

16. Ownership; Feedback

Subject to the rights you grant us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Titles and Licensed Content. We retain all ownership rights in and to the copyrights and other intellectual property rights, and all other rights and interests in and to the Artist Portal, the Platform Site and all NFA properties, and any materials we use or provide to you for use relating to the Artist Portal, including your Titles (such as a generic cover image used for your Titles or Subscriptions if you do not provide one). We are solely responsible for, and will have full discretion with respect to, the terms, features, functionality, and operation of the Artist Portal, the Platform Site, any other NFA features or offerings, and related marketing, but our use of the Titles, Promotional Materials, and Licensed Content will be subject to the terms of this Agreement. You agree NFA may use the Licensed Content to develop and improve NFA technologies and services, including the Artist Portal.
You may provide suggestions, ideas, or other feedback to NFA or any of its Affiliates in connection with the Artist Portal or the Service, the Platform Site, or anything on the Platform Site (“Feedback”). You acknowledge that NFA and its Affiliates will be free to use and exploit any Feedback in any manner without restriction and without any need to compensate you, and that such Feedback is not confidential. This Agreement does not grant you any license or other rights to any intellectual property, proprietary information, or technology owned or operated by us or any of our Affiliates, including any trademarks, trade secrets, or trade names.
You agree not to use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of NFA or any of its affiliates in any manner without prior written authorization from us. Nothing in this Agreement restricts any rights we may have under applicable law or a separate agreement.

17. Third-Party Applications

NFA may be integrated with, or may otherwise interact with, third-party applications, websites, and services ("Third-Party Applications") and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices ("Third-Party Devices"). Your use of such Third-Party Applications and Third-Party Devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. NFA does not guarantee that Third-Party Applications and Third-Party Devices will be compatible with NFA.

18. Termination of Agreement

We may suspend or place your Account on hold for any period of time, or terminate your Account and this Agreement by providing notice to you at any time for any reason. You may terminate this Agreement, effective 30 days following your delivery of written notice of termination to us, in the event that we commit a material breach of this Agreement and fail to remedy such breach (if capable of remedy) within 30 days after receiving written notice to do so. Following any termination or expiration of this Agreement, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 20 through 25.

19. Performance Metrics

You acknowledge that the Artist Portal and the Services are optional that we are providing to you for use at our discretion. NFA may provide you with the ability to view performance metrics and related statistics (“Performance Metrics”). While we work hard to ensure the accuracy of the Performance Metrics, we do not guarantee that the Artist Portal or the Performance Metrics we provide will be available error-free or that mistakes, including mistakes in the data that we provide to you, will not happen from time to time. Where there is a glitch or mistake in the Artist Portal or Service, we will take all reasonable efforts to address or correct these mistakes. You agree that you will indemnify and hold us harmless against any damage, liability, or costs that you incur as a result of a mistake, error, or glitch in this free service or arising from your use of the Performance Metrics. All Performance Metrics are provided to you "AS-IS." You use all such data provided by us at your sole risk and discretion.
Although NFA takes reasonable precautions to preserve and protect the Artist Portal, Service, and Licensed Content stored in the database used by NFA to provide the Artist Portal and Service, you shall not rely on the Artist Portal as your only storage facility, and you should preserve backup copies of your Licensed Content. NFA is not liable for damage to, deletion of, or failure to store any Licensed Content.

20. Indemnification

You will indemnify, defend and hold harmless NFA, its officers, directors, employees, shareholders, affiliates, subcontractors, successors and assignees, from and against any and all third-party claims, actions, causes of action, demands, judgments, liabilities, damages, losses, injuries, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (individually, a “Claim”, and collectively, the “Claims”) brought against NFA that arise from or relate to: (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth herein; (b) NFA's exercise of the rights granted by you under this Agreement, including, without limitation, that such exercise violates any law or regulation or the right(s) of any third party; and/or (c) the Licensed Content, where used in accordance with the terms of this Agreement. You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations).

21. Limitation of Liability

NFA WILL NOT BE LIABLE TO THE ARTIST FOR ANY LOST PROFITS OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF NFA HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NFA WILL NOT BE LIABLE TO ARTIST FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHER THEORY) OR OTHERWISE, FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNT OF FEES DUE AND PAYABLE BY NFA UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT BE DEEMED TO WAIVE ANY OF ARTIST'S RIGHTS AT LAW OR IN EQUITY TO ENFORCE THIS AGREEMENT WITH RESPECT TO UNDISPUTED LICENSE FEE PAYMENTS DUE TO ARTIST BY NFA HEREUNDER. THE SERVICE IS MADE AVAILABLE ON AN AS IS BASIS AND NFA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, (I) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR OR (II) AS TO THE VOLUME OF SALES OR LICENSE FEES THAT WILL BE GENERATED BY LICENSED CONTENT ON THE SERVICE. TO THE EXTENT REQUIRED BY LAW IN THE RELEVANT JURISDICTION OF THE PARTIES, THE PARTIES DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY SUCH APPLICABLE LAW. IN ADDITION, NFA MAKES NO REPRESENTATION REGARDING, NOR DOES IT WARRANT OR ASSUME ANY RESPONSIBILITY FOR, ANY THIRD-PARTY APPLICATIONS (OR THE LICENSED CONTENT THEREOF), LICENSED CONTENT, DEVICES, OR ANY PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH NFA OR ANY HYPERLINKED WEBSITE, AND NFA IS NOT RESPONSIBLE FOR ANY TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM NFA SHALL CREATE ANY WARRANTY ON BEHALF OF NFA. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

22. Confidentiality

You will not, without our express, prior written permission: (a) issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms; (b) disclose NFA Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use NFA Confidential Information for any purpose other than the performance of this Agreement. You may however disclose NFA Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that NFA Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any NFA Confidential Information so disclosed. “NFA Confidential Information” means (1) any information regarding NFA, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of digital videos or other information we provide or make available to you in connection with the Artist Portal. NFA Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any NFA Confidential Information.

23. Miscellaneous

All rights granted to NFA under this Agreement may be exercised by NFA, its Affiliates, and subcontractors providing services in connection with the Service. Any NFA Affiliate may join as a party to this Agreement and will notify you if it does so. The joining NFA Affiliate will be entitled to exercise the rights that you grant under this Agreement. Each NFA party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other NFA parties. In addition, each NFA party is solely responsible with respect to its exercise of its rights and compliance with its obligations in connection with the territory or territories for which it is responsible, as determined by NFA in its sole discretion. You may not assign, novate, or otherwise transfer any of your rights or obligations under this Agreement without the prior written consent of NFA, except that you may assign, novate or otherwise transfer any of your rights or obligations under this Agreement without such consent to (a) any of your Affiliates (provided that any such assignment will not relieve you of your obligations hereunder), or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of your related assets or a similar transaction (provided that any such assignment will not relieve you of your obligations hereunder). This Agreement will be binding upon, inure to the benefit of and be enforceable by and against NFA, you, and our respective successors and assigns. A waiver by either party of any breach or default by the other party under this Agreement will not constitute a waiver of any other or subsequent breach or default by such other party. The failure of either party to enforce any term of this Agreement will not constitute a waiver of such party's rights to subsequently enforce the term. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. For the purposes of this Agreement, NFA and you are independent contracting parties, and nothing herein will be construed as creating an agency relationship, a fiduciary relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any such relationship or entity between NFA and you. You will not represent yourself to be an employee, representative, or agent of NFA or misrepresent the nature of your affiliation with NFA or the Platform Site. You will have no authority to enter into any agreement on NFA's behalf or in NFA's name or otherwise bind NFA to any agreement or obligation.
This Agreement is governed by the U.S. Federal Arbitration Act and New Jersey State law, without regard to conflict of laws. Any dispute relating to this Agreement or the Artist Portal or our dealings will be subject to confidential, binding arbitration administered by JAMS pursuant to its U.S. rules (including the Optional Appeal Procedure), to be conducted in English in the State of New Jersey with each party responsible for its own attorney's fees and costs. The parties agree that any state or federal court in the State of New Jersey may confirm and enter judgment on the arbitrator’s final award and consent to personal jurisdiction and venue in such court for that purpose.
To be effective, except where specified otherwise in this Agreement, any notice hereunder by either party must be in writing and delivered (i) if by NFA, via email using the email address provided in your Account, posting on the Platform Site or message through your Account or (ii) if by you, via email to - artist@nextfoundartist.com. Notices will be effective and deemed received on the date transmitted or posted. This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter of this Agreement and supersede the parties’ prior agreements, understandings, and discussions related to the subject matter of this Agreement. If any term of this Agreement is held to be invalid, void, or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law. Nothing in this Agreement will restrict NFA from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement.
Any version of this Agreement in a language other than English is provided for convenience and the English language version will control if there is any conflict between language versions.
The Artist Portal is made available only to users in the industry for business purposes, and is not open to "consumers" as contemplated in applicable consumer protection laws, or anyone acting for personal, family, or household purposes.